Recipient Name

Master Agreement No. 64A0XXX

Revised 12/01/2017

Recipient Name

Master Agreement No. 64A0XXX

Page 1 of ii

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION

DIVISION OF RAIL AND MASS TRANSPORTATION

TABLE OF CONTENTS

FUNDING SOURCES COVERED BY THIS AGREEMENT as identified in each Program Supplement

ARTICLE I - PROJECT ADMINISTRATION

Section 1. Program Supplement

A.General______1

B.Project Overrun

C.Scope of Work

D.Program Supplement Amendments

Section 2. Allowable Costs and Payments

A.Allowable Costs and Progress Payment Vouchers

B.Advance Payments (TCR Projects Only)

C.Expedited Payments (Excludes TCR Projects)

D.Advance Expenditure of Local Funds

E.Travel Reimbursement

F.Final Invoice

ARTICLE II – GENERAL PROVISIONS

Section 1. Funding

A.Local Match Funds

B.Funding Contingencies

C.Funds Movement

Section 2. Audits and Reports

A.Cost Principles

B.Record Retention

C.Quarterly Review

Section 3. Special Requirements

A.California Transportation Commission (CTC) Resolutions

B.Recipient Resolution

C.Termination

D.Third Party Contracting

E.Change in Terms/Amendments

F.Project Ownership

G.Disputes______15

H.Hold Harmless and Indemnification______15

I.Labor Code Compliance

J.Non-Discrimination______16

K.State Fire Marshal Building Standards______17

L.Americans with Disabilities Act

M.Access for Persons with Disabilities______17

N.Disabled Veterans Program Requirements______17

O.Environmental Process______18

ARTICLE III – SPECIAL PROVISIONS______18

Section 1. Bond Provisions

A.General Bond Provisions______18

Section 2. TCRP PROJECTS

Section 3. PROJECT MANAGEMENT______21

Attachment I -- CTC Resolution G-91-2______22

Attachment II -- Recipient Agency Board Resolution______24

Revised 12/01/2017

Recipient Name

Master Agreement No. 64A0XXX

Page 1of 24

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION

DIVISION OF RAIL AND MASS TRANSPORTATION

MASTER AGREEMENT

STATE FUNDED TRANSIT PROJECTS

Effective Date of this Agreement: /

MonthDate, Year

Termination Date of this Agreement: /

Month Date, Year

Recipient: / Recipient Name

aPPLICABLE FUNDING SOURCES COVERED BY THIS AGREEMENT WILL BE identified in each SPECIFIC Program Supplement

ADOPTING THE TERMS OF THIS aGREEMENT

General Fund

State Highway Account

Public Transportation Account

Clean Air and Transportation Improvement Act of 1990 (PROP. 116) Bond Fund

Traffic Congestion Relief Fund (TCR), GC 14556.40

Proposition 1A, the Safe, Reliable High-Speed Passenger Train Bond Act

Road Repair and Accountability Act of 2017, Senate Bill 1

2018 Local Partnership Program

Other State Funding Sources (Existing and Future)

This AGREEMENT, entered into effective as of the date set forth above, is between the signatory public entity identified hereinabove, hereinafter referred to as RECIPIENT, and the STATE OF CALIFORNIA, acting by and through its Department of Transportation, hereinafter referred to as STATE.

ARTICLE I - PROJECT ADMINISTRATION

Section 1. Program Supplement

A.General

(1)This AGREEMENT shall have no force and effect with respect to any PROJECT unless and until a separate PROJECT specific “PROGRAM SUPPLEMENT – STATE FUNDED TRANSIT PROJECT(S),” hereinafter referred to as “PROGRAM SUPPLEMENT,” adopting all of the terms and conditions of this AGREEMENT has been fully executed by both STATE and RECIPIENT.

(2)RECIPIENT agrees to complete each defined PROJECT, or the identified PROJECT Phase/Component thereof, described in the PROGRAM SUPPLEMENT adopting all of the terms and conditions of this AGREEMENT.

(3)A financial commitment of actual PROJECT funds will only occur in each detailed and separate PROGRAM SUPPLEMENT. No funds are obligated by the prior execution of this AGREEMENT alone.

(4)RECIPIENT further agrees, as a condition to the release and payment of the funds encumbered for the PROJECT described in each PROGRAM SUPPLEMENT, to comply with the terms and conditions of this AGREEMENT and all the agreed-upon Special Covenants and Conditions attached to or made a part of the PROGRAM SUPPLEMENT identifying and defining the nature of that specific PROJECT.

(5)The PROGRAM SUPPLEMENT shall include: a detailed Scope of Work conforming to the included Project Description, a Project Schedule, an Overall Funding Plan, and a Project Financial Plan as required by the applicable Program Guidelines.

The Scope of Work shall include a detailed description of the PROJECT and will itemize the major tasks and their estimated costs.
The Project Schedule shall include major tasks and/or milestones and their associated beginning and ending dates and duration.
The Overall Funding Plan shall itemize the various PROJECT Components, the committed funding program(s) or source(s), and the matching funds to be provided by RECIPIENT and/or other funding sources, if any [these Components include Environmental and Permits; Plans, Specifications and Estimates (PS&E); Right-of-Way (ROW); and Construction (including transit vehicle acquisition)].
The Project Financial Plan shall identify estimated expenditures for each PROJECT Component by funding source.

(6)Adoption and execution of the PROGRAM SUPPLEMENT by RECIPIENT and STATE, incorporating the terms and conditions of this AGREEMENT into the PROGRAM SUPPLEMENT as though fully set forth therein, shall be sufficient to bind RECIPIENT to these terms and conditions when performing the PROJECT. Unless otherwise expressly delegated to a third-party in a resolution by RECIPIENT’s governing body, which delegation must be expressly assented to and concurred in by STATE, the PROGRAM SUPPLEMENT shall be managed by RECIPIENT.

(7)The estimated cost and scope of each PROJECT will be as described in the applicable PROGRAM SUPPLEMENT. STATE funding participation for each PROJECT is limited to those amounts actually encumbered by STATE as evidenced in that applicable PROGRAM SUPPLEMENT. A contract awarded by RECIPIENT for PROJECT workin an amount in excess of said approved estimate or the PROGRAM SUPPLEMENT funding limit may exceed any said PROGRAM SUPPLEMENT cost estimate and the limits of STATE’s participation provided:

a.RECIPIENT provides the necessary additional funding, or

A cost increase in STATE’s share of PROJECT funding is first requested by RECIPIENT (before the cost overrun occurs) and that increase is approved by STATE in the form of an Allocation Letter comprising the encumbrance document for that increased STATE funding level.

(8)State programmed fund amounts may be increased to cover PROJECT cost increases only if:

Such funds are available;
STATE concurs with that proposed increase; and
STATE issuesan approved Allocation Letter, Fund Shift Letter, or a Time

Extension Letter with additional funding as stated in an executed amendment to that PROGRAM SUPPLEMENT.

(9)When additional State programmed funds are not available, RECIPIENT agrees that reimbursements of invoiced PROJECT costs paid to RECIPIENT will be limited to, and shall not exceed, the amounts already approved in the PROGRAM SUPPLEMENT containing the STATE approved encumbrance documents and that any increases in PROJECT costs above that STATE supported funding level must be defrayed by RECIPIENT with non-State funds.

(10)For each approved PROGRAM SUPPLEMENT, RECIPIENT agrees to contribute at least the statutorily or other required local contribution of appropriate matching funds (other than State funds) if any matching funds are specified within the PROGRAM SUPPLEMENT, or any attachment thereto, toward the actual cost of the PROJECT or the amount, if any, specified in an executed SB 2800 (Streets and Highways Code section 164.53) Agreement for local match fund credit, whichever is greater. RECIPIENT shall contribute not less than the required match amount toward the cost of the PROJECT in accordance with a schedule of payments as shown in a Project Financial Plan prepared by RECIPIENT as part of a PROGRAM SUPPLEMENT.

(11)Upon the stated expiration date of this AGREEMENT, any PROGRAM SUPPLEMENTS executed under this AGREEMENT for a PROJECT with work yet to be completed pursuant to the approved Project Schedule shall be deemed to extend the term of this AGREEMENT only to conform to the specific PROJECT termination or completion date contemplated by the applicable PROGRAM SUPPLEMENT to allow that uncompleted PROJECT to be administered under the extended terms and conditions of this AGREEMENT.

B.Project Overrun

(1)If RECIPIENT and STATE determine, at any time during the performance of a PROJECT, that the PROJECT budget may be exceeded, RECIPIENT shall take the following steps:

Notify the designated STATE representative of the nature and projected extent of the overrun and, within a reasonable period thereafter, identify and quantify potential cost savings or other measures which RECIPIENT will institute to bring the Project Budget into balance; and

Schedule the projected overrun for discussion at the next Quarterly Review meeting; and

Identify the source of additional RECIPIENT or other third party funds that can be made available to complete PROJECT.

C.Scope of Work

(1)RECIPIENT shall be responsible for complete performance of the work described in the approved PROGRAM SUPPLEMENT for the PROJECT related to the commitment of encumbered funds. All work shall be accomplished in accordance with the applicable provisions of the Public Utilities Code, the Streets and Highways Code, the Government Code, and other applicable statutes and regulations.

(2)RECIPIENT acknowledges and agrees that RECIPIENT is the sole control and manager of each PROJECT and its subsequent employment, operation, repair and maintenance for the benefit of the public. RECIPIENT shall be solely responsible for complying with the funding and use restrictions established by (a) the statutes from which these funds are derived, (b) the California Transportation Commission (CTC), (c) the State Treasurer, (d) the Internal Revenue Service, (e) the applicable PROGRAM SUPPLEMENT, and (f) this AGREEMENT.

D.Program Supplement Amendments

PROGRAM SUPPLEMENT amendments will be required whenever there are CTC-approved changes to the cost, scope of work, or delivery schedule of a PROJECT from those specified in the original PROJECT Application and the original PROGRAM SUPPLEMENT. Those changes shall be mutually binding upon the Parties only following the execution of a PROGRAM SUPPLEMENT amendment.

Section 2. Allowable Costs and Payments

A.Allowable Costs and Progress Payment Vouchers

(1)Not more frequently than once a month, but at least quarterly, RECIPIENT will prepare and submit to STATE (directed to the attention of the appropriate State District Transit Representative) signed Progress Payment Vouchers for actual PROJECT costs incurred and paid for by RECIPIENT consistent with the Scope of Work document in the PROGRAM SUPPLEMENT and STATE shall pay those uncontested allowable costs once the voucher is approved. If no costs were incurred during any given quarter, RECIPIENT is exempt from submitting a signed Progress Payment Voucher; but is still required to present a progress report at each Quarterly Review.

(2)STATE shall not be required to reimburse more funds, cumulatively, per quarter of any fiscal year greater than the sums identified and included in the PROJECT Financial Plan. However, accelerated reimbursement of PROJECT funds in excess of the amounts indicated in the Project Financial Plan, cumulatively by fiscal year, may be allowed at the sole discretion of STATE if such funds are available for encumbrance to fulfill that need.

(3)Each such voucher will report the total of PROJECT expenditures from all sources (including those of RECIPIENT and third parties) and will specify the percent of State reimbursement requested and the fund source. The voucher should also summarize State money requested by PROJECT component (environmental and permits, plans specifications, and estimates (PS&E); right of way; construction; rolling stock; or--if bond funded--private activity usage) and phase, and shall be accompanied by a report describing the overall work status and progress on PROJECT tasks. If applicable, the first voucher shall also be accompanied by a report describing any tasks specified in the PROGRAM SUPPLEMENT which were accomplished prior to the Effective Date of this AGREEMENT or the PROGRAM SUPPLEMENT with costs to be credited toward any required local contribution described in Article II, Section 1 of this Agreement (but only if expended pursuant to any applicable prior executed Agreement for Local Match Fund Credit between RECIPIENT and STATE).

(4)An Indirect Cost Rate Proposal and/or Central Service Cost Allocation planand related documentation approved under cognizant agency regulations areto be provided to STATE (Caltrans Audits & Investigations) annually fortheir review, and approval and filing prior to ADMINISTERING AGENCY seekingreimbursement of indirect costs incurred within each fiscal year beingclaimed for reimbursement.

B.Advance Payments (TCR Projects Only)

(1)Advance reimbursements or payments by STATE are not allowed except in the case of TCR funded Projects, and only then when expressly authorized by the CTC.

(2)In order to receive a CTC approved TCR payment advance, RECIPIENT must provide duplicate signed invoices to STATE requesting payment of that authorized advance.

(3)For TCR Projects approved for advanced payment allocation by the CTC, said advance payment shall be deposited by RECIPIENT in an interest bearing account held by institutions with long-term credit ratings of “AA” or better from at least two nationally recognized credit rating agencies, or in instruments issued by and secured by the full faith and credit of the U.S. Government or by an agency of the U.S. Government. No TCR interest earnings may be spent on the PROJECT. Interest earned shall be recorded and documented from the time the TCR funds are first deposited in RECIPIENT’s account until all the approved TCR advance funds have been expended or returned to STATE together with all accrued interest. Interest earned shall be reported to STATE’s Project Coordinator on an annual basis and upon the final PROJECT payment when interest earnings, overpayments, and unexpended advanced TCR funds shall be returned to STATE no later than thirty (30) days after PROJECT completion or termination of the PROGRAM SUPPLEMENT, whichever is first in time.

(4)Advanced funds are to be expended only as indicated in the approved TCR Application. RECIPIENT must be able to document the expenditures/disbursement of funds advanced to only pay for actual allowable PROJECT costs incurred.

(5)Except as expressly allowed hereinbelow, non-TCR funds and TCR project funds not authorized for advance payment can only be released by STATE as reimbursement of actual allowable PROJECT costs already incurred and paid for by RECIPIENT no earlier than the effective date of this AGREEMENT and not incurred beyond the AGREEMENT/PROGRAM SUPPLEMENT Termination Date.

(6)Where advance payments are authorized in a PROGRAM SUPPLEMENT, RECIPIENT must report and document the expenditure/disbursement of funds advanced to pay for actual eligible PROJECT costs incurred, at least quarterly, using a Progress Payment Voucher to be approved by STATE’s District Project Administrator.

C.Expedited Payments

Should RECIPIENT have a valid Memorandum of Understanding (MOU) for “Expedited Payment” on file with STATE’s AccountingServiceCenter, RECIPIENT will, not more frequently than as authorized by that MOU, prepare and submit to STATE an Expedited Payment Invoice for reimbursements that are consistent with that MOU, this AGREEMENT, and the applicable PROGRAM SUPPLEMENT. Expedited Payments are subject to policies established in the Caltrans Accounting Manual. One time payments and final payments eligible for expedited pay pursuant to this Section will have ten percent (10%) of each invoice amount withheld until PROJECT completion and STATE has evaluated RECIPIENT’s performance and made a determination that all requirements assumed under this AGREEMENT and the relevant PROGRAM SUPPLEMENT have been satisfactorily fulfilled by RECIPIENT.

D.Advance Expenditure of Local Funds

Government Code section 14529.17 (AB 872) allows public agencies to expend their own funds on certain programmed projects prior to the CTC’s allocation of funds, and, upon receipt of CTC approval, to then seek reimbursement for those allowable prior expenditures following execution of a PROGRAM SUPPLEMENT wherein STATE acknowledges and accepts those statutorily authorized prior expenditures as a credit towards a required RECIPIENT match, (if any) or as eligible PROJECT expenditures for reimbursement.

E.Travel Reimbursement

Payments to RECIPIENT for PROJECT related travel and subsistence expenses of RECIPIENT forces and its subcontractors claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid rank and file State employees under current State Department of Personnel Administration (DPA) rules. If the rates invoiced by RECIPIENT are in excess of those authorized DPA rates, then RECIPIENT is responsible for the cost difference, and any overpayments inadvertently paid by STATE shall be reimbursed to STATE by RECIPIENT on demand.

F.Final Invoice

The PROGRAM SUPPLEMENT Termination Date refers to the last date for RECIPIENT to incur valid PROJECT costs or credits and is the date that the PROGRAM SUPPLEMENT expires. RECIPIENT has one hundred and eighty (180) days after that Termination Date to make already incurred final allowable payments to PROJECT contractors or vendors, prepare the PROJECT Closeout Report, and submit the final invoice to STATE for reimbursement of allowable PROJECT costs before those remaining State funds are unencumbered and those funds are reverted as no longer available to pay any PROJECT costs. RECIPIENT expressly waives any right to allowable reimbursements from STATE pursuant to this AGREEMENT for costs incurred after that termination date and for costs invoiced to RECIPIENT for payment after that one hundred and eightieth (180th) day following the PROJECT Termination Date.

ARTICLE II – GENERAL PROVISIONS

Section 1. Funding

A.Local Match Funds

Subparagraphs “(1) and (2)” within this Section 1.A. apply only to those PROJECTS where the PROJECT funding is programmed to require a local match. (See individual Program Guidelines for specific funding requirements).

(1)Except where specifically allowed by the applicable PROGRAM SUPPLEMENT, reimbursement of and credits for local matching funds will be made or allowed only for work performed after the Effective Date of a PROGRAM SUPPLEMENT and prior to the Termination Date unless permitted as local match PROJECT expenditures made prior to the effective date of the PROGRAM SUPPLEMENT pursuant to Government Code section 14529.17 or by an executed SB 2800 Agreement for Local Match Fund Credit.

(2)RECIPIENT agrees to contribute at least the statutorily or other required local contribution of matching funds (other than State or federal funds), if any is specified within the PROGRAM SUPPLEMENT or any attachment thereto, toward the actual cost of the PROJECT or the amount, if any, specified in any executed SB 2800 (Streets and Highways Code Section 164.53) Agreement for local match fund credit, whichever is greater. RECIPIENT shall contribute not less than its required match amount toward the PROJECT cost in accordance with a schedule of payments as shown in the Project Financial Plan prepared by RECIPIENT and approved by STATE as part of a PROGRAM SUPPLEMENT.